UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT: June 3, 2004
(Date of earliest event reported)

POWELL INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)

Nevada
(State or other jurisdiction of
incorporation or organization)

8550 Mosley Drive
Houston, Texas
(Address of Principal
Executive Offices) 0-6050
(Commission File Number) 88-0106100
(I.R.S. Employer
Identification Number)

77075-1180

(Zip Code)

(713) 944-6900

(Registrant’s Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Item 7 – Financial Statements, Pro Forma Financial Statements and Exhibits

On June 3, 2004, Powell Industries, Inc. (NASDAQ: POWL) announced results for the fiscal 2004 second quarter ended April 30, 2004. A copy of the press release announcing the results is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

(c) Exhibits:

Exhibit     Number	Description
99.1	Press Release dated June 3, 2004

Item 12 – Results of Operations and Financial Condition

On June 3, 2004, the Company held a conference call to discuss its fiscal 2004 second quarter results, as reflected in the attached press release dated June 3, 2004 released earlier that day. The press release refers to free cash flow for the second quarter of $8.7 million which is defined as total cash flow from operations of $10.3 million less all capital expenditures of $1.6 million. A replay of our audio webcast can be accessed through the “Investor Relations/Events” tab at www.powellind.com. The webcast contains forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Readers are cautioned that such forward-looking statements involve risks and uncertainties in that actual results may differ materially from those projected in the forward-looking statements. In the course of operations, the Company is subject to certain risk factors, including but not limited to competition and competitive pressures, sensitivity to general economic and industrial conditions, international political and economic risks, availability and price of raw materials and execution of business strategy. The information in this Current Report is being furnished pursuant to Item 12, Results of Operations and Financial Condition. Pursuant to general instruction B.6. of Form 8-K, the information in this Current Report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

                        


Date: June 8, 2004 POWELL INDUSTRIES, INC.


By: /s/ DON R. MADISON                                         
       Don R. Madison
       Vice President
       Chief Financial Officer
       (Principal Accounting and Financial Officer)